<PAGE> 1
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-00471
PROSPECTUS SUPPLEMENT
(To Prospectus dated March 8, 1996)
[LOGO]
RUBBERMAID INCORPORATED
$150,000,000
6.60% Senior Notes due 2006
Interest payable May 15 and November 15
ISSUE PRICE: 99.887%
Interest on the 6.60% Senior Notes due 2006 (the "Notes") is payable
semiannually on and as of May 15 and November 15 of each year, beginning May 15,
1997. The Notes will not be redeemable prior to maturity and will not be subject
to any sinking fund. See "Description of Notes." The Notes will be represented
by one or more Global Securities registered in the name of The Depository Trust
Company, New York, New York (the "Depositary") or its nominee. Interests in the
Global Securities will be shown on, and transfer thereof will be effected only
through, records maintained by the Depositary and its participants. Except as
provided herein, Notes in definitive form will not be issued. See "Description
of Notes." Settlement for the Notes will be made in immediately available funds.
See "Description of Notes -- Same Day Settlement and Payment" in this Prospectus
Supplement and "Description of Debt Securities" in the accompanying Prospectus.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
UNDERWRITING
PRICE TO DISCOUNTS AND PROCEEDS TO
PUBLIC(1) COMMISSIONS(2) COMPANY(1)(3)
<S> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------
Per Note 99.887% .650% 99.237%
- ---------------------------------------------------------------------------------------------------
Total $149,830,500 $975,000 $148,855,500
- ---------------------------------------------------------------------------------------------------
<FN>
(1) Plus accrued interest, if any, from November 25, 1996.
(2) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended. See "Underwriting."
(3) Before deducting expenses payable by the Company, estimated at $475,000.
</TABLE>
The Notes are offered, subject to prior sale, when, as and if accepted by the
Underwriters, and subject to approval of certain legal matters by Davis Polk &
Wardwell, counsel for the Underwriters. It is expected that delivery of the
Notes will be made on or about November 25, 1996, through the facilities of the
Depositary, against payment therefor in same-day funds.
J.P. MORGAN & CO. GOLDMAN, SACHS & CO.
NOVEMBER 20, 1996
<PAGE> 2
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NOTES OFFERED
HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET.
SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
No person has been authorized to give any information or to make any
representations other than those contained or incorporated by reference in this
Prospectus Supplement or the Prospectus and, if given or made, such information
or representations must not be relied upon as having been authorized by the
Company or the Underwriters. This Prospectus Supplement and the Prospectus do
not constitute an offer to sell or the solicitation of an offer to buy any
securities other than the securities described in this Prospectus Supplement or
an offer to sell or the solicitation of an offer to buy such securities in any
circumstances in which such offer or solicitation is unlawful. Neither the
delivery of this Prospectus Supplement or the Prospectus, nor any sale made
hereunder and thereunder shall, under any circumstances, create any implication
that there has been no change in the affairs of the Company since the date
hereof or that the information contained or incorporated by reference herein or
therein is correct as of any time subsequent to the date of such information.
------------------------
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Company............................................................................... S-3
Recent Developments................................................................... S-3
Use of Proceeds....................................................................... S-4
Pro Forma Capitalization.............................................................. S-4
Selected Consolidated Financial Data.................................................. S-5
Description of Notes.................................................................. S-6
Underwriting.......................................................................... S-7
Experts............................................................................... S-7
</TABLE>
PROSPECTUS
<TABLE>
<S> <C>
Available Information................................................................. 2
Incorporation of Certain Documents by Reference....................................... 2
The Company........................................................................... 3
Ratios of Earnings to Fixed Charges................................................... 3
Use of Proceeds....................................................................... 3
Description of Debt Securities........................................................ 4
Plan of Distribution.................................................................. 9
Legal Matters......................................................................... 10
Experts............................................................................... 10
</TABLE>
S-2
<PAGE> 3
THE COMPANY
Rubbermaid Incorporated (the "Company") manufactures, markets, sells and
distributes plastic and rubber products consumed primarily by the end-user in
the consumer, commercial, industrial, agricultural, office, marine, automotive
accessories, contract, juvenile and infant markets. The diversity and breadth of
product offerings include housewares, home organization, hardware, recreational,
agricultural, commercial, juvenile and infant products; toys and infant
furnishings; industrial, cleaning and maintenance supplies; office and computer
accessories and furniture; and home health care items. The Company's products
are distributed through its own sales personnel and manufacturers' agents to a
variety of retailers and wholesalers, including mass merchandisers, toy stores,
catalog showrooms and distributors serving institutional markets. The Company
believes its nationally recognized umbrella brands, Rubbermaid, Little Tikes and
Graco, are trusted by consumers for their consistent quality and value, and
generally hold a leading market position in their respective product categories.
The Company is committed to growing globally as a leading marketer of
superior quality products and to providing the best value to customers and
consumers through innovation and continuous improvement. The Company is an Ohio
corporation headquartered at 1147 Akron Road, Wooster, Ohio 44691, telephone
(330) 264-6464.
RECENT DEVELOPMENTS
The Company reported net earnings of $132.5 million on net sales of $1.7
billion for the nine months ended September 30, 1996, which were relatively flat
compared to net earnings of $133.2 million on net sales of $1.8 billion for the
nine months ended September 30, 1995.
On October 2, 1996, the Company consummated a $320 million cash acquisition
of Graco Children's Products, Inc. ("Graco"). The Company financed the
acquisition of Graco by primarily incurring debt. (See footnote (b) to "Selected
Consolidated Financial Data" for the pro forma effect of this acquisition on the
Company's ratio of earnings to fixed charges). Graco is the largest juvenile
furnishings company in the United States and holds a leading market position in
early childhood products such as strollers, play yards and swings. The Company
believes this acquisition will complement its existing juvenile products
business as Graco and Little Tikes target the same consumers, customers and
distribution channels.
In December 1995, the Company launched a strategic realignment plan to
reduce costs, improve operating efficiencies and accelerate worldwide growth.
The Company anticipates annual pre-tax savings of approximately $50 million once
the two-year realignment program is completed. Since the launch, the Company has
reduced its stockkeeping units ("SKUs") by approximately 45 percent, which
represents approximately five percent of the Company's net sales in 1995. The
Company has already reduced or is in the process of exiting approximately two
million square feet of outside leased warehouse space or 50 percent of its
two-year projection. Also in accordance with the plan, the Company has shut down
or is in the process of shutting down six of nine targeted facilities, resulting
in a workforce reduction of approximately 875 positions (about 70 percent of the
target). In addition, the Company is progressing with the implementation of an
integrated global information system designed to provide a real-time data
information link from customer sales, to distribution and production, to supply
source. These actions have enabled the Company to progress toward its goal of
continuously replenishing its high-volume products to its large customers, while
improving production scheduling, distribution logistics, inventory management
and customer service. The year-to-date favorable impact realized as a result of
the realignment activity was largely offset by costs associated with the
realignment of facilities, which in accordance with Generally Accepted
Accounting Principles were not included in the realignment reserve, and costs
used to fund the global information systems project. See "Incorporation of
Certain Documents by Reference" in the accompanying Prospectus.
S-3
<PAGE> 4
USE OF PROCEEDS
The net proceeds to be received by the Company from the offering of the
Notes, after deducting the underwriting discount and estimated offering
expenses, are estimated to be approximately $148.4 million. The Company intends
to apply the net proceeds from the sale of the Notes to the reduction of
outstanding commercial paper and other short term loans issued or incurred in
connection with the acquisition of Graco. At October 31, 1996, the Company's
short-term borrowings bore interest at a weighted average rate of 5.56%. The
Company expects to incur additional commercial paper and other debt obligations
from time to time for general corporate purposes, including working capital,
capital expenditures, share repurchases, and acquisitions as they may arise.
Pending application of the net proceeds from the sale of the Notes, such
proceeds may be invested in short-term interest-bearing securities.
PRO FORMA CAPITALIZATION
The following table sets forth the Company's consolidated capitalization at
September 30, 1996, and as adjusted to give effect to: (i) the Graco acquisition
and (ii) the sale of the Notes offered hereby and the application of the net
proceeds therefrom (estimated at $148.4 million) to the repayment of certain
notes payable of the Company.
<TABLE>
<CAPTION>
SEPTEMBER 30, 1996
--------------------------
ACTUAL AS ADJUSTED
---------- -----------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
SHORT-TERM DEBT:
Notes Payable..................................................... $ 267,891 $ 436,617
Long-term Debt:
Long-term Debt, Current........................................... 1,329 1,329
LONG-TERM DEBT, NON-CURRENT (including the Notes offered
hereby)........................................................ 4,543 152,924
SHAREHOLDERS' EQUITY:
Preferred Stock, without par value (authorized 20,000,000 shares;
none issued)................................................... -- --
Common Stock, $1 par value (authorized 400,000,000 shares;
issued 162,677,082 shares)..................................... 162,677 162,677
Paid-in Capital................................................... 70,621 70,621
Retained Earnings................................................. 1,167,653 1,167,653
Foreign Currency Translation Adjustment........................... (23,866) (23,866)
Treasury Shares, at cost (12,916,410 shares)...................... (359,259) (359,259)
---------- -----------
Total Shareholders' Equity................................... 1,017,826 1,017,826
---------- -----------
Total Capitalization......................................... $1,291,589 $ 1,608,696
========= =========
</TABLE>
S-4
<PAGE> 5
SELECTED CONSOLIDATED FINANCIAL DATA
The following table sets forth certain selected consolidated financial data
derived from the audited consolidated financial statements of the Company for
the five fiscal years ended December 31, 1995 and for the unaudited nine months
ended September 30, 1996 and September 30, 1995. The following information
should be read in conjunction with the consolidated financial statements and
related notes incorporated by reference in the accompanying Prospectus. See
"Incorporation of Certain Documents by Reference" in the accompanying
Prospectus.
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30, FISCAL YEAR ENDED DECEMBER 31,
-------------------------- ------------------------------------------------------------------
1996 1995 1995 1994 1993 1992 1991
---------- ---------- ---------- ---------- ---------- ---------- ----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
OPERATING RESULTS:
Net Sales..................... $1,738,968 $1,762,220 $2,344,170 $2,169,354 $1,960,207 $1,805,332 $1,667,305
Cost of Sales................. 1,193,442 1,250,321 1,673,232 1,465,586 1,285,949 1,200,651 1,102,685
Selling, General, and
Administrative Expenses..... 315,382 288,360 402,586 347,915 328,741 310,410 307,780
Realignment Costs............. -- -- 158,000 -- -- 27,500 --
Other Charges (Credits), net
Interest Expense............ 15,685 9,102 13,682 7,198 7,787 7,561 8,300
Interest (Income)........... (1,111) (2,751) (3,422) (5,066) (4,921) (4,923) (5,889)
Miscellaneous, net.......... 2,491 4,005 4,457 (13,430) 768 (2,700) (8,158)
---------- ---------- ---------- ---------- ---------- ---------- ----------
Earnings Before Income Taxes
and Cumulative Effect of
Changes in Accounting
Principles.................. 213,079 213,183 95,635 367,151 341,883 266,833 262,587
Income Taxes.................. 80,544 79,943 35,863 139,025 130,470 99,907 99,937
Cumulative Effect of Changes
in Accounting
Principles(a)............... -- -- -- -- -- (2,831) --
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net Earnings.................. $ 132,535 $ 133,240 $ 59,772 $ 228,126 $ 211,413 $ 164,095 $ 162,650
========== ========== ========== ========== ========== ========== ==========
Ratios of Earnings to Fixed
Charges..................... 13.07(b) 18.83 6.47 33.65 26.39 19.72 20.30
CASH FLOW DATA:
Net Cash from Operating
Activities.................. $ 190,421 $ 74,217 $ 230,021 $ 212,193 $ 289,409 $ 176,896 $ 249,165
Capital Expenditures.......... (95,506) (103,069) (151,528) (118,000) (141,697) (134,528) (122,513)
Net Cash from Investing
Activities.................. (94,663) (72,819) (145,342) (117,569) (207,870) (138,086) (119,980)
Net Cash from Financing
Activities.................. (103,693) (43,235) (125,959) (130,177) (76,231) (69,637) (53,362)
Net Change in Cash and Cash
Equivalents................. $ (7,935) $ (41,837) $ (41,280) $ (35,553) $ 5,308 $ (30,827) $ 75,823
BALANCE SHEET DATA:
Total Assets.................. $1,754,446 $1,853,358 $1,691,528 $1,709,180 $1,513,124 $1,326,569 $1,244,531
Property, Plant, and
Equipment, net.............. 642,923 646,990 626,637 607,628 572,136 517,096 461,375
Working Capital(c)............ 279,330 569,268 436,475 631,069 570,430 476,404 418,499
Short-term Debt............... 269,220 147,054 122,496 22,157 15,302 23,717 26,411
Long-term Debt, Non-Current... 4,543 10,957 6,179 11,576 19,414 20,279 27,812
Shareholders' Equity.......... $1,017,826 $1,267,521 $1,135,373 $1,285,826 $1,130,482 $ 987,649 $ 885,740
<FN>
- ---------------
(a) Represents the net cumulative effect of adopting SFAS No. 106, "Employers'
Accounting For Postretirement Benefits Other than Pensions," SFAS No. 109,
"Accounting For Income Taxes," and a modification of inventory accounting,
effective January 1, 1992.
(b) Assuming the acquisition of Graco occurred on January 1, 1996, the pro forma
ratio of earnings to fixed charges for the nine months ended September 30,
1996 would have been 7.93.
(c) Working capital calculated as total current assets less total current
liabilities.
</TABLE>
S-5
<PAGE> 6
DESCRIPTION OF NOTES
The following description of the particular terms of the Notes supplements
and, to the extent inconsistent therewith, replaces the description of the
general terms and provisions of the Debt Securities set forth in the
accompanying Prospectus, to which description reference is hereby made. Whenever
a defined term is referred to and not herein defined, the definition thereof is
contained in the accompanying Prospectus or in the Indenture referred to
therein.
GENERAL
The Notes constitute a single series of Debt Securities to be issued
pursuant to an Indenture, dated as of March 15, 1996, between the Company and
First Trust of New York, National Association. The Notes will be limited to $150
million in aggregate principal amount and will mature on November 15, 2006. The
Notes will not be redeemable prior to maturity and will not be subject to any
sinking fund.
The Notes will bear interest at the rate per annum set forth on the cover
page of this Prospectus Supplement from November 25, 1996 or from the most
recent interest payment date to which interest has been paid or provided for,
payable semiannually in arrears on May 15 and November 15 of each year,
commencing May 15, 1997, to the persons in whose names the Notes are registered
at the close of business on the immediately preceding May 1 and November 1,
respectively, whether or not such day is a Business Day.
The Notes will (i) rank equally with other unsecured and unsubordinated
obligations of the Company (excluding subsidiary debt) for borrowed money, (ii)
be effectively subordinated (with respect to underlying collateral) to secured
indebtedness of the Company and (iii) be structurally subordinated to all
indebtedness of the Company's subsidiaries. The Notes will be issued as fully
registered notes (to be registered with a depository) and in denominations of
$1,000 or integral multiples thereof.
BOOK-ENTRY SYSTEM
Upon issuance, the Notes will be represented by one or more Global
Securities deposited with, or on behalf of, the Depositary, which will act as
Depositary with respect to the Notes. The Global Securities representing the
Notes will be registered in the name of the Depositary or its nominee. Except
under the circumstances described in the accompanying Prospectus under
"Description of Debt Securities -- Book-Entry System," the Notes will not be
issuable in definitive form. So long as the Notes are represented by one or more
Global Securities, the Depositary or its nominee will be considered the sole
owner or holder of the Notes for all purposes under the Indenture, and the
beneficial owners of the Notes will be entitled only to those rights and
benefits afforded to them in accordance with the Depositary's regular operating
procedures. See "Description of Debt Securities -- Book-Entry System" in the
Prospectus.
A further description of the Depositary's procedures with respect to Global
Securities is set forth in the accompanying Prospectus under "Description of
Debt Securities -- Book-Entry System." The Depositary has confirmed to the
Company, the Underwriters and the Trustee that it intends to follow such
procedures with respect to the Notes.
SAME-DAY SETTLEMENT AND PAYMENT
Settlement for the Notes will be made by the Underwriters in immediately
available funds. All payments of principal and interest on Global Securities
will be made by the Company in immediately available funds.
S-6
<PAGE> 7
UNDERWRITING
Subject to the terms and conditions set forth in the Underwriting Agreement
dated the date hereof, the Company has agreed to sell to each of the
Underwriters named below, and each of the Underwriters has severally agreed to
purchase, the principal amount of the Notes set forth opposite its name below:
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT
NAME OF NOTES
- ---- ----------------
<S> <C>
J.P. Morgan Securities Inc................................................... $ 75,000,000
Goldman, Sachs & Co.......................................................... 75,000,000
----------------
Total................................................................... $150,000,000
=============
</TABLE>
Under the terms and conditions of the Underwriting Agreement, the
Underwriters are obligated to take and pay for all of the Notes offered hereby
if any Notes are purchased.
The Underwriters initially propose to offer the Notes directly to the
public at the public offering price set forth on the cover page of this
Prospectus Supplement and to certain dealers at such price less a concession not
in excess of .40% of the principal amount of the Notes. The Underwriters may
allow, and such dealers may reallow, a concession not in excess of .25% of the
principal amount of the Notes to certain other dealers. After the initial public
offering, the public offering price and such concessions may be changed.
The Company does not intend to apply for listing of the Notes on a national
securities exchange, but has been advised by the Underwriters that they intend
to make a market in the Notes. The Underwriters are not obligated, however, to
make a market in the Notes and may discontinue market making at any time without
notice. No assurance can be given as to the liquidity of, or trading markets
for, the Notes.
The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as amended.
In the ordinary course of their respective businesses, J.P. Morgan
Securities Inc. and Goldman, Sachs & Co. have provided, and in the future may
provide, investment banking services for the Company. Additionally, in the
ordinary course of their respective businesses, affiliates of the Underwriters
have provided, and in the future may provide, commercial banking services for
the Company. J.P. Morgan Securities Inc. and Goldman, Sachs & Co. act as dealers
for the Company's commercial paper program.
EXPERTS
The financial statements of Rubbermaid Incorporated as of December 31, 1995
and 1994, and for each of the years in the three-year period ended December 31,
1995, have been incorporated by reference herein and in the registration
statement in reliance upon the report of KPMG Peat Marwick LLP, independent
certified public accountants, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing.
S-7
<PAGE> 8
PROSPECTUS
$400,000,000
RUBBERMAID INCORPORATED
SENIOR DEBT SECURITIES
------------------------------
Rubbermaid Incorporated (the "Company") intends to issue from time to time
senior debt securities (the "Debt Securities"), which will be direct, unsecured
obligations of the Company and offered to the public on terms determined by
market conditions at the time of sale. The Company may sell Debt Securities for
proceeds of up to $400,000,000, or the equivalent thereof in one or more foreign
currencies or composite currencies, (i) directly to purchasers, (ii) through
agents designated from time to time, (iii) to dealers, or (iv) through
underwriters or a group of underwriters.
The Debt Securities may be issued in one or more series with the same or
various maturities at or above par or with an original issue discount. The
specific designation, aggregate principal amount, authorized denominations,
purchase price, maturity, rate (or method of calculation) and time of payment of
any interest, any terms for redemption or repurchase or conversion, the currency
or composite currency in which the Debt Securities shall be denominated or
payable, any listing on a securities exchange, whether the Debt Securities will
be issued in the form of a global security or securities, or other specific
terms of the Debt Securities in respect of which this Prospectus is being
delivered ("Offered Securities") are set forth in the accompanying supplement to
the Prospectus (the "Prospectus Supplement"), together with the terms of
offering of the Offered Securities. Unless otherwise indicated in the Prospectus
Supplement, the Company does not intend to list any of the Debt Securities on a
national securities exchange. See "Plan of Distribution."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS OR ANY SUPPLEMENT HERETO. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
---------------
The date of this Prospectus is March 8, 1996.
<PAGE> 9
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS NOT CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS OR
THE ACCOMPANYING PROSPECTUS SUPPLEMENT AND, IF GIVEN OR MADE, SUCH INFORMATION
OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY OR ANY AGENT, DEALER OR UNDERWRITER. NEITHER THE DELIVERY OF THIS
PROSPECTUS OR THE ACCOMPANYING PROSPECTUS SUPPLEMENT NOR ANY SALE MADE HEREUNDER
OR THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE
INFORMATION CONTAINED HEREIN OR IN THE ACCOMPANYING PROSPECTUS SUPPLEMENT IS
CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE HEREOF OR THEREOF OR THAT THERE
HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR
THEREOF. NEITHER THIS PROSPECTUS NOR THE ACCOMPANYING PROSPECTUS SUPPLEMENT
CONSTITUTES AN OFFER TO SELL OR SOLICITATION OF AN OFFER TO BUY DEBT SECURITIES
IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN
WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR
TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements and other
information can be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549 and at the following regional offices of the Commission: Seven World
Trade Center, Suite 1300, New York, New York 10048, and Citicorp Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
material can be obtained by mail at prescribed rates from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549.
This Prospectus constitutes a part of a Registration Statement on Form S-3,
as amended (the "Registration Statement") filed by the Company with the
Commission under the Securities Act of 1933, as amended (the "Securities Act").
This Prospectus and the accompanying Prospectus Supplement omit certain of the
information contained in the Registration Statement in accordance with the rules
and regulations of the Commission. Reference is hereby made to the Registration
Statement and related exhibits for further information with respect to the
Company and the Debt Securities. Statements contained herein concerning the
provisions of any document are not necessarily complete and, in each instance,
reference is made to the copy of such document filed as an exhibit to the
Registration Statement or otherwise filed with the Commission. Each such
statement is qualified in its entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed by the Company with the Commission
are incorporated by reference in this Prospectus:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994; and
2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1995, June 30, 1995 and September 30, 1995.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14, or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering hereunder shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the date of the filing
of such documents.
Any statement contained herein or in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of the Registration Statement and this Prospectus to the extent
that a statement contained herein or in any subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of the
Registration Statement or this Prospectus.
The Company will provide, without charge, to each person to whom this
Prospectus is delivered, on the written or oral request of any such person, a
copy of any or all of the documents which have been incorporated herein by
reference, other than exhibits to such documents (unless such exhibits are
specifically incorporated by reference into such documents). Requests should be
directed to Rubbermaid Incorporated, 1147 Akron Road, Wooster, Ohio 44691-6000,
Attention: Investor Relations and Corporate Communications, telephone (216)
264-6464, ext. 5740.
2
<PAGE> 10
THE COMPANY
Rubbermaid Incorporated and its subsidiaries manufacture, market, sell, and
distribute plastic and rubber products consumed primarily by the end-user in the
consumer, commercial, industrial, agricultural, office, marine, automotive
accessories, contract, and juvenile markets. The Company's products include such
items as housewares; home horticulture products; decorative coverings; leisure
and recreational products; infant and children's toys; furniture, office and
industrial products; and products used in food service, health care, and
sanitary maintenance. The Company's products are distributed through its own
sales personnel and manufacturers' agents to a variety of retailers and
wholesalers, including mass merchandisers, toy stores, catalog showrooms, and
distributors serving institutional markets.
The Company has implemented a commercial paper program during the first
quarter of 1996. In connection therewith, the Company entered into a $500
million committed credit facility designated to support this commercial paper
program.
The Company was incorporated under the laws of Ohio in 1920. The Company's
corporate offices are located at 1147 Akron Road, Wooster, Ohio 44691-6000,
telephone (216) 264-6464.
RATIOS OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of earnings to fixed charges for
the Company for each of the last five fiscal years ended December 31, 1994 and
for the nine months ended September 30, 1995. For the purposes of calculating
the ratio of earnings to fixed charges, "earnings" consist of income from
continuing operations before income taxes and fixed charges (excluding
capitalized interest). "Fixed charges" consist of (i) interest on indebtedness,
whether expensed or capitalized, and (ii) that portion of rental expense the
Company believes to be representative of interest (one-third of rental expense).
<TABLE>
<CAPTION>
NINE MONTHS ENDED FISCAL YEAR ENDED
SEPTEMBER 30, ---------------------------------------------
1995 1994 1993 1992 1991 1990
- ----------------- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C>
18.83 33.65 26.39 19.72 20.30 18.64
</TABLE>
USE OF PROCEEDS
The Company intends to use the net proceeds from the sale of the Debt
Securities for general corporate purposes which may include refinancing
indebtedness, financing acquisitions as they may arise, or repurchasing the
Company's equity securities. Further details relating to the uses of the net
proceeds of any such offering will be set forth in the applicable Prospectus
Supplement.
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<PAGE> 11
DESCRIPTION OF DEBT SECURITIES
The Debt Securities will be unsecured obligations issued under an Indenture
(the "Indenture") dated as of March 15, 1996 between the Company, and First
Trust of New York, National Association, as trustee (the "Trustee"). The
following summaries do not purport to be complete and are subject to the
detailed provisions of the Indenture, a copy of which is filed as an exhibit to
the Registration Statement. Wherever particular provisions of the Indenture or
terms defined therein are referred to, such provisions are incorporated by
reference as part of the statements made herein and such statements are
qualified in their entirety by such reference. Capitalized terms used below and
not otherwise defined are used as defined in the Indenture. Section references
are to the Indenture.
GENERAL
The Debt Securities will rank equally with all other unsecured and
unsubordinated debt of the Company. The Indenture does not limit the amount of
debt, either secured or unsecured, which may be issued by the Company under the
Indenture or otherwise.
Debt Securities may be issued from time to time in amounts the proceeds of
which aggregate up to $400,000,000 and will be offered independently or together
to the public on terms determined by market conditions at the time of sale. The
Debt Securities may be issued in one or more series with the same or various
maturities and may be sold at par, a premium or an original issue discount. Debt
Securities sold at an original issue discount may bear no interest or interest
at a rate which is below market rates.
Reference is made to the Prospectus Supplement for the following terms of
the Debt Securities offered hereby (to the extent such terms are applicable to
such Debt Securities): (i) designation, aggregate principal amount and
denomination; (ii) currency or units based on or relating to currencies in which
Debt Securities are denominated and in which principal of, premium, if any, and
any interest will or may be payable and the basis on which interest shall be
calculated if other than a 360-day year consisting of twelve 30-day months;
(iii) date of maturity; (iv) interest rate or rates (or method by which such
rate will be determined), if any; (v) the dates on which any such interest will
be payable; (vi) if other than the offices of the Trustee, the place or places
where the principal of and interest, if any, on the Debt Securities will be
payable; (vii) any redemption or sinking fund provisions; (viii) whether the
Debt Securities will be issuable in registered form or bearer form or both and,
if Debt Securities in bearer form are issuable, restrictions applicable to the
exchange of one form for another and to the offer, sale and delivery of Debt
Securities in bearer form; (ix) whether and under what circumstances the Company
will pay additional amounts on Debt Securities held by a person who is not a
U.S. person (as defined below) in respect of any tax, assessment or governmental
charge withheld or deducted and, if so, whether the Company will have the option
to redeem such Debt Securities rather than pay such additional amounts; (x)
whether the Debt Securities shall be issued in the form of a Global Security (as
defined herein); (xi) any other specific terms of the Debt Securities, including
any terms which may be required by or advisable under United States laws or
regulations. For purposes of this Prospectus, "U.S. person" means a citizen,
national or resident of the United States of America, its territories,
possessions and all areas subject to its jurisdiction (the "United States"), a
corporation, partnership or other entity created or organized in or under the
laws of the United States or any political subdivision thereof, or an estate or
trust the income of which is subject to United States federal income tax
regardless of its source.
Debt Securities may be presented for exchange, and registered Debt
Securities may be presented for transfer, in the manner, at the places and
subject to the restrictions set forth in the Debt Securities and the Prospectus
Supplement. Such services will be provided without charge, other than any tax or
other governmental charge payable in connection therewith, but subject to the
limitations provided in the Indenture. Debt Securities in bearer form and the
coupons, if any, appertaining thereto will be transferable by delivery.
The Debt Securities may be issued as Global Securities under a book-entry
system, as specified below. See "-- Book-Entry System."
If the Debt Securities are issued as Original Issue Discount Securities
(bearing no interest or interest at a rate which at the time of issuance is
below market rates) to be sold at a substantial discount below their stated
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<PAGE> 12
principal amount, the federal income tax consequences and other special
considerations applicable to such Original Issue Discount Securities will be
generally described in the Prospectus Supplement.
Unless otherwise described in the accompanying Prospectus Supplement, there
are no covenants or provisions contained in the Indenture which afford the
holders of the Debt Securities protection in the event of a highly leveraged
transaction involving the Company.
BOOK-ENTRY SYSTEM
If so specified in the accompanying Prospectus Supplement, Debt Securities
of any series may be issued under a book-entry system in the form of one or more
global securities (each a "Global Security"). Each Global Security will be
deposited with, or on behalf of, a depositary, which, unless otherwise specified
in the accompanying Prospectus Supplement, will be The Depository Trust Company,
New York, New York (the "Depositary"). The Global Securities will be registered
in the name of the Depositary or its nominee.
The Depositary has advised the Company that the Depositary is a limited
purpose trust company organized under the laws of the State of New York, a
"banking organization" within the meaning of the New York banking law, a member
of the Federal Reserve System, a "clearing corporation" within the meaning of
the New York Uniform Commercial Code, and a "clearing agency" registered
pursuant to the provisions of Section 17A of the Exchange Act. The Depositary
was created to hold securities of its participants and to facilitate the
clearance and settlement of securities transactions among its participants
through electronic book-entry changes in accounts of the participants, thereby
eliminating the need for physical movement of securities certificates. The
Depositary's participants include securities brokers and dealers, banks, trust
companies, clearing corporations, and certain other organizations, some of whom
(and/or their representatives) own the Depositary. Access to the Depositary's
book-entry system is also available to others, such as banks, brokers, dealers
and trust companies that clear through or maintain a custodial relationship with
a participant, either directly or indirectly.
Upon the issuance of a Global Security in registered form, the Depositary
will credit, on its book-entry registration and transfer system, the respective
principal amounts of the Debt Securities represented by such Global Security to
the accounts of participants. The accounts to be credited will be designated by
the underwriters, dealers or agents, if any, or by the Company, if such Debt
Securities are offered and sold directly by the Company. Ownership of beneficial
interests in the Global Security will be limited to participants or persons that
may hold interests through participants. Ownership of beneficial interests by
participants in the Global Security will be shown on, and the transfer of that
ownership interest will be effected only through, records maintained by such
participants. The laws of some jurisdictions may require that certain purchasers
of securities take physical delivery of such securities in definitive form. Such
laws may impair the ability to transfer beneficial interest in a Global
Security.
So long as the Depositary or its nominee is the registered owner of a
Global Security, it will be considered the sole owner or holder of the Debt
Securities represented by such Global Security for all purposes under the
Indenture. Except as set forth below, owners of beneficial interests in such
Global Security will not be entitled to have the Debt Securities represented
thereby registered in their names, will not receive or be entitled to receive
physical delivery of certificates representing the Debt Securities and will not
be considered the owners or holders thereof under the Indenture. Accordingly,
each person owning a beneficial interest in such Global Security must rely on
the procedures of the Depositary and, if such person is not a participant, on
the procedures of the participant through which such person owns its interest,
to exercise any rights of a holder under the Indenture. The Company understands
that under existing practice, in the event that the Company requests any action
of the holders or a beneficial owner desires to take any action a holder is
entitled to take, the Depositary would act upon the instructions of, or
authorize, the participant to take such action.
Payment of principal of, premium, if any, and interest on Debt Securities
represented by a Global Security will be made to the Depositary or its nominee,
as the case may be, as the registered owner and holder of the Global Security
representing such Debt Securities. None of the Company, the Trustee, any paying
agent or registrar for such Debt Securities will have any responsibility or
liability for any aspect of the records
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<PAGE> 13
relating to or payments made on account of beneficial ownership interests in the
Global Security or for maintaining, supervising or reviewing any records
relating to such beneficial ownership interests.
The Company has been advised by the Depositary that the Depositary will
credit participants' accounts with payments of principal, premium, if any, or
interest on the payment date thereof in amounts proportionate to their
respective beneficial interests in the principal amount of the Global Security
as shown on the records of the Depositary. The Company expects that payments by
participants to owners of beneficial interests in the Global Security held
through such participants will be governed by standing instructions and
customary practices, as is now the case with securities held for the accounts of
customers registered in "street name," and will be the responsibility of such
participants.
A Global Security may not be transferred except as a whole by the
Depositary to a nominee or successor of the Depositary or by a nominee of the
Depositary to another nominee of the Depositary. A Global Security representing
all but not part of the Debt Securities being offered hereby is exchangeable for
Debt Securities in definitive form of like tenor and terms if (i) the Depositary
notifies the Company that it is unwilling or unable to continue as depositary
for such Global Security or if at any time the Depositary is no longer eligible
to be or in good standing as a clearing agency registered under the Exchange
Act, and in either case, a successor depositary is not appointed by the Company
within 90 days of receipt by the Company of such notice or of the Company
becoming aware of such ineligibility, or (ii) the Company in its sole discretion
at any time determines not to have all of the Debt Securities represented by a
Global Security and notifies the Trustee thereof. A Global Security exchangeable
pursuant to the preceding sentence shall be exchangeable for Debt Securities
registered in such names and in such authorized denominations as the Depositary
for such Global Security shall direct.
CERTAIN RESTRICTIONS ON THE COMPANY
Limitations on Liens
The Company covenants that it will not, nor will it permit any Domestic
Subsidiary (defined as a subsidiary of the Company other than one which (i)
neither transacts any substantial portion of its business nor regularly
maintains any substantial portion of its fixed assets within the United States
nor is engaged primarily in financing the operations of the Company or its
subsidiaries, or both, outside the United States and (ii) does not own any
subsidiary of the Company other than a subsidiary described in the preceding
clause (i)) to incur, issue, assume or guarantee any Debt (defined as notes,
bonds, debentures or other indebtedness for money borrowed) secured by any
mortgage on, pledge of or lien ("Mortgage") on any Principal Property (defined
as any manufacturing plant or warehouse, owned or leased by the Company or any
Domestic Subsidiary, which is located within the United States and the gross
book value of which exceeds 1 1/2% of Consolidated Net Tangible Assets (defined
as all assets less reserves, current liabilities and intangibles, subject to
certain exceptions set forth in the Indenture), other than plants or warehouses
which, in the opinion of the Company's Board of Directors, are not material to
the total business of the Company and its subsidiaries as an entirety), or upon
shares of stock or Debt of any Domestic Subsidiary, without effectively
providing that the Debt Securities shall be secured equally and ratably with (or
prior to) such secured Debt, so long as such secured Debt shall be so secured.
The foregoing restrictions shall not apply to Debt secured by (i) Mortgages on
property, shares of stock or Debt of any corporation existing at the time such
corporation became a Domestic Subsidiary; (ii) Mortgages in favor of the Company
or any Domestic Subsidiary; (iii) Mortgages on property of the Company or a
Domestic Subsidiary in favor of the United States of America or any State
thereof, or in favor of any foreign country, or any political subdivision
thereof to secure partial, progress, advance or other payments pursuant to any
contract or statute and any other Mortgages incurred or assumed in connection
with the issuance of any industrial revenue or private activity bonds; (iv)
Mortgages on property, shares of stock or Debt existing at the time of
acquisition thereof or securing the purchase price thereof or securing the cost
of construction of or improvement on a property that are created, or assumed
contemporaneously with, or within 120 days after, such acquisition or completion
of such construction or improvement, and certain purchase money mortgages; (v)
Mortgages existing on the first date on which a Debt Security is authenticated
by the Trustee under the Indenture; (vi) Mortgages securing judgement or appeal
bonds in respect of amounts being contested in good faith pursuant to
appropriate proceedings; and (vii) extensions,
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<PAGE> 14
renewals or replacements (or successive extensions, renewals or replacements),
as a whole or in part, of any Mortgage referred to in the foregoing clauses (i)
to (vi), inclusive (Section 3.6). See "Exempted Debt" below.
Exempted Debt
The Indenture provides that, notwithstanding the foregoing provisions, the
Company may, and may permit Domestic Subsidiaries to, incur, issue, assume or
guarantee Debt secured by Mortgages not excepted in the covenants above without
equally and ratably securing the Debt Securities; provided, however, that, after
so securing such Debt, the aggregate of all such secured Debt plus all
Attributable Debt of the Company and its Domestic Subsidiaries in respect of
sale and leaseback transactions would not exceed 10% of Consolidated Net
Tangible Assets, as set forth in the most recent balance sheet of the Company
and its consolidated subsidiaries. "Attributable Debt" is defined in the
Indenture as the total net amount of rent required to be paid under a lease for
the remaining term of such lease, discounted at the then current weighted
average rate per annum borne by the Debt Securities then Outstanding compounded
semiannually; provided, however, that for the purposes of limitations on the
Company and its Domestic Subsidiaries there shall not be any Attributable Debt
in respect of a sale and leaseback if (i) such sale and leaseback is entered
into in connection with the issuance of industrial revenue or private activity
bonds; (ii) the sale or transfer of the Principal Property is made within a
specified period after the later of its acquisition or construction; (iii) the
Company or Domestic Subsidiary applies an amount equal to the net proceeds of
the sale or transfer of a Principal Property leased pursuant to such sale and
leaseback to investment in another Principal Property within one year prior to
or subsequent to such sale or transfer; (iv) such sale and leaseback was entered
into prior to the date such corporation (a) became a Domestic Subsidiary, (b)
was merged into or consolidated with the Company or a Domestic Subsidiary or (c)
sold or otherwise disposed of its properties substantially as an entirety to the
Company or a Domestic Subsidiary; or (v) such sale and leaseback is entered into
between the Company and a Domestic Subsidiary or between Domestic Subsidiaries.
Limitations on Sales and Leasebacks
The Company covenants that it will not, nor will it permit any Domestic
Subsidiary to, enter into any arrangement with any bank, insurance company or
other lender or investor providing for the leasing by the Company or any
Domestic Subsidiary of any Principal Property (except for temporary leases of a
term of not more than five years at the end of which it is intended that the use
of such property by the lessee will be discontinued and except for transactions
among themselves), which Principal Property has been or is to be sold or
transferred to such lender or investor under certain circumstances, unless (i)
the Company or such Domestic Subsidiary could create Debt secured by a Mortgage
on the Principal Property to be leased in an amount equal to the Attributable
Debt in such arrangement without equally and ratably securing the Debt
Securities or (ii) the Company shall apply an amount equal to the greater of the
net proceeds of the sale or the fair market value of the Principal Property at
the time of entering into such arrangement to the retirement of Funded Debt
(defined as indebtedness for money borrowed maturing more than 12 months after
the date of the most recent balance sheet of the Company and its consolidated
subsidiaries), subject to certain exceptions set forth in the Indenture (Section
3.7).
Consolidation; Merger; Sale of Assets
The Company covenants that it will not merge or consolidate with any other
corporation or sell or convey all or substantially all of its assets to any
person, unless (i) either the Company shall be the continuing corporation or the
successor corporation or the person which acquires the assets of the Company
shall be a corporation or entity organized under the laws of the United States
or any State thereof and shall expressly assume the obligations of the Company
under the Indenture, the Debt Securities and the Coupons, if any, and (ii) the
Company or such successor corporation, or entity, as the case may be, shall not,
immediately after such merger or consolidation, or such sale or conveyance, be
in default in the performance of any covenants or conditions of the Indenture
(Section 9.1).
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<PAGE> 15
EVENTS OF DEFAULT
An Event of Default with respect to any series of Debt Securities is
defined in the Indenture as being: (a) default for 30 days in payment of
interest on such series; (b) default in any payment of principal or premium, if
any, on any Debt Security of such series either at maturity, upon redemption, by
declaration or otherwise; (c) default in payment of any sinking fund instalment
on any Debt Security of such series; (d) default by the Company in the
performance of any other of the covenants or agreements with respect to that
series which shall not have been remedied for a period of 90 days (or other
period, if any, provided) after notice; (e) certain events of bankruptcy,
insolvency or reorganization of the Company or (f) any other Event of Default
provided in a supplemental indenture or resolution of the Board of Directors
under which such series of Debt Securities is issued or in the form of Debt
Security for such series. No Event of Default with respect to any particular
series of Debt Securities necessarily constitutes an Event of Default with
respect to any other series of Debt Securities. In case an Event of Default
described in (a), (b), (c) or (d) (if such Event of Default is with respect to
less than all series of Debt Securities then Outstanding) above shall occur and
be continuing with respect to any series of Debt Securities, the Trustee or the
Holders of not less than 25% in aggregate principal amount of the Debt
Securities of such series then Outstanding (each such series acting as a
separate class) may declare the principal (or, in the case of discounted Debt
Securities, the amount specified in the terms thereof) of the Debt Securities of
such series and the interest accrued thereon, if any, to be due and payable. In
case an Event of Default described in (d) (if such Event of Default is with
respect to all series of Debt Securities then Outstanding) or (e) above shall
occur and be continuing, the Trustee or the Holders of not less than 25% in
aggregate principal amount of all Debt Securities then Outstanding (treated as
one class) may declare the principal (or, in the case of discounted Debt
Securities, the amount specified in the terms thereof) of all Outstanding Debt
Securities and the interest accrued thereon, if any, to be due and payable
(Section 5.1). Any Event of Default with respect to a particular series of Debt
Securities may be waived by the Holders of a majority in aggregate principal
amount of the Outstanding Debt Securities of such series (or of all the
Outstanding Debt Securities, as the case may be), except in each case a failure
to pay principal or premium, if any, or interest on such Debt Security (Section
5.10).
The Holders of a majority in principal amount of the Debt Securities of any
series then Outstanding shall have the right to direct the time, method and
place of conducting any proceedings for any remedy available to the Trustee
under the Indenture, provided that the Holders of Debt Securities shall have
offered to the Trustee reasonable indemnity against expenses and liabilities
(Sections 5.6 and 5.9). The Indenture requires the annual filing by the Company
with the Trustee of a certificate as to the absence of certain defaults under
the Indenture (Section 3.5).
MODIFICATION OF THE INDENTURE
The Indenture contains provisions permitting the Company and the Trustee,
with the consent of the Holders of not less than 66 2/3% in principal amount of
the Debt Securities of all series affected by a supplement to the Indenture
(voting as one class) at the time Outstanding, to supplement the Indenture or
any supplemental indenture or modify the rights of the Holders of the Debt
Securities provided that no such supplement or modification shall (i) extend the
final maturity of any Debt Security or reduce the principal amount thereof, or
reduce the rate or extend the time of payment of interest thereon, or reduce any
amount payable on redemption thereof, or change the currency in which the Debt
Security is payable or (ii) reduce the aforesaid percentage of Debt Securities,
the consent of whose Holders is required for any such modification (Section
8.2).
The Indenture also contains provisions permitting the Company and the
Trustee to enter into supplemental indentures without the consent of the Holders
of any series of Debt Securities (a) to convey, transfer, assign, mortgage or
pledge to the Trustee as security for the Debt Securities any property or
assets, (b) to evidence the succession of another corporation to the Company,
subject to and upon compliance with the provisions of the Indenture, and the
assumption by such successor corporation of the covenants, agreements and
obligations in the Debt Securities and in the Indenture, (c) to evidence and
provide for a successor Trustee under the Indenture with respect to one or more
series of Debt Securities, (d) to add to the covenants of the Company, (e) to
cure any ambiguity or to correct or supplement any provision in the Indenture
that
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<PAGE> 16
may be defective, (f) to establish the form or terms of Debt Securities of any
series and the Coupons, if any, appertaining thereto and (g) to provide for
uncertificated registered Debt Securities for any series (Section 8.1).
DEFEASANCE
The Indenture provides that the Company, at its option, (a) will be
discharged from all obligations in respect of the Debt Securities in a series
(except for certain obligations to register the transfer or exchange of Debt
Securities, replace stolen, lost or destroyed Debt Securities, maintain paying
agencies and hold moneys for payment in trust), or (b), with respect to Debt
Securities in a series, need not comply with certain restrictive covenants of
the Indenture described under "Certain Restrictions on the Company", in each
case if the Company irrevocably deposits in trust with the Trustee money, or the
equivalent in securities of the government which issued the currency in which
the Debt Securities of such series are denominated or securities issued by
government agencies backed by the full faith and credit of such government,
which through the payment of interest thereon and principal thereof in
accordance with their terms will provide money in an amount sufficient to pay
all of the principal of (including any mandatory redemption payments), premium,
if any, on and interest, if any, on, and repurchase obligations, if any, with
respect to, the Debt Securities of such series, on the dates such payments are
due in accordance with terms of such Debt Securities, subject to certain
conditions. To exercise either option, the Company is required to deliver to the
Trustee an opinion of independent tax counsel (which may be counsel to the
Company) to the effect that the deposit and related defeasance would not cause
the holders of Debt Securities of such series to recognize income, gain or loss
for Federal income tax purposes. To exercise the option described in clause (a)
above, such opinion must be based on a ruling of the Internal Revenue Service, a
regulation of the Treasury Department or a provision of the Internal Revenue
Code (Section 10.3).
CONCERNING THE TRUSTEE
First Trust of New York, National Association, is the Trustee under the
Indenture.
GOVERNING LAW
The Indenture and the Debt Securities will be governed by the laws of the
State of New York.
PLAN OF DISTRIBUTION
The Company may sell Debt Securities to or through one or more underwriters
and also may sell Debt Securities directly to other purchasers or through agents
or dealers, or the Company may sell Debt Securities through a combination of any
such methods.
The distribution of the Debt Securities may be effected from time to time
in one or more transactions at a fixed price or prices, which may be changed, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. Underwriters may sell Debt
Securities to or through dealers.
In connection with the sales of Debt Securities, underwriters may receive
compensation from the Company in the form of discounts, concessions or
commissions. Underwriters, dealers and agents that participate in the
distribution of Debt Securities may be deemed to be underwriters, and any
discounts or commissions received by them and any profit on the resale of Debt
Securities by them may be deemed to be underwriting discounts and commissions
under the Securities Act. Any such underwriter or agent will be identified, and
any such compensation will be described, in the Prospectus Supplement.
Pursuant to agreements into which the Company may enter, underwriters,
dealers and agents who participate in the distribution of Debt Securities may be
entitled to indemnification by the Company against certain liabilities,
including liabilities under the Securities Act.
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<PAGE> 17
Unless otherwise indicated in the Prospectus Supplement, the Company does
not intend to list any of the Debt Securities on a national securities exchange.
In the event the Debt Securities are not listed on a national securities
exchange, certain broker-dealers may make a market in the Debt Securities, but
will not be obligated to do so and may discontinue any market making at any time
without notice. No assurance can be given that any broker-dealer will make a
market in the Debt Securities or as to the liquidity of the trading market for
the Debt Securities, whether or not the Debt Securities are listed on a national
securities exchange. The Prospectus Supplement with respect to the Debt
Securities will state, if known, whether or not any broker-dealer intends to
make a market in the Debt Securities. If no such determination has been made,
the Prospectus Supplement will so state.
The place and time of delivery for the Offered Securities in respect of
which this Prospectus is delivered will be set forth in the Prospectus
Supplement.
LEGAL MATTERS
The validity of the issuance of the Debt Securities offered hereby will be
passed upon for the Company by Jones, Day, Reavis & Pogue, Cleveland, Ohio, and
for any underwriters or agents by Davis Polk & Wardwell, New York, New York.
EXPERTS
The financial statements of Rubbermaid Incorporated as of December 31, 1994
and 1993, and for each of the years in the three-year period ended December 31,
1994, have been incorporated by reference herein and in the registration
statement in reliance upon the report of KPMG Peat Marwick LLP, independent
certified public accountants, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing.
With respect to the unaudited interim financial information for the periods
ended September 30, 1995 and 1994, June 30, 1995 and 1994, and March 31, 1995
and 1994, incorporated by reference herein, the independent certified public
accountants have reported that they applied limited procedures in accordance
with professional standards for a review of such information. However, their
separate reports included in the Company's quarterly reports on Form 10-Q for
the quarters ended September 30, 1995, June 30, 1995, and March 31, 1995, and
incorporated by reference herein, state that they did not audit and they do not
express an opinion on that interim financial information. Accordingly, the
degree of reliance on their reports on such information should be restricted in
light of the limited nature of the review procedures applied. The accountants
are not subject to the liability provisions of Section 11 of the Securities Act
of 1933 for their reports on the unaudited interim financial information because
the reports are not "reports" or a "part" of the registration statement prepared
or certified by the accountants within the meaning of sections 7 and 11 of the
Act.
10
